POPSTAR COMMUNICATIONS INC, 10QSB, EX-10.1, 2000-11-14

POPSTAR COMMUNICATIONS INC
10QSB, EX-10.1, 2000-11-14
BUSINESS SERVICES, NEC

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EXHIBIT 10.1

[TransNexus Logo]

TRANSNEXUS/POPSTAR
CLEARINGHOUSE
SERVICE AGREEMENT

TransNexus(R)
430 Tenth Street NW
Suite N204
Atlanta, GA 30318
USA
+1.404.872.4887
+1.404 872 9515 Fax
[email protected]
http://www.transnexus.com

The information herein is the property of TransNexus, Inc. It is not to be
distributed by the recipient to third parties without prior written permission
from TransNexus, Inc. Copyright 2000. All rights reserved.

4/11/00 - Document #2000/1-001

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TransNexus / POPstar Clearinghouse Service Agreement - Terms and Conditions

(Contract No. TNCA 00031)

This Agreement is made and entered into this 20th day of September, 2000, by and
between:

TransNexus, Inc.

With Registered address at:
430 10th Street NW, Suite N204
Atlanta, GA 30318
United States

(Hereafter referred to as "TransNexus".)

AND

POPstar Global Communications Inc.

With Registered address at:
KPMG Centre, Tropic Isle Building
P.O. Box 3443, Road Town
Tortola, British Virgin Islands

(Hereafter referred to as "POPstar".)

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TransNexus/ POPstar Clearinghouse Service Agreement

This Master Clearinghouse Service Agreement (the "Agreement") is made this 20th
day of September, 2000 by and between, POPstar Global Communications Inc., a
business entity organized as an international business company under the laws of
the British Virgin Islands, ("POPstar"), and TransNexus, Inc., a business entity
organized as a corporation under the laws of the State of Delaware, U.S.A.,
("TransNexus").

Recitals

POPstar intends to establish an Internet Protocol ("IP") communications
clearinghouse service to enable IP communication service providers acting as
"Originators" to transmit IP communications to other IP communication service
providers acting as a "Terminator." POPstar has selected TransNexus, Inc. to
operate the Clearinghouse services on its behalf as the POPstar Clearinghouse
Service's independent, and third party settlement agency. TransNexus will
provide the services set forth in Section 1 (the "Services") to the POPstar
Clearinghouse Service. The clearinghouse described in this Agreement will be
known as the POPstar Clearinghouse Service (the "Clearinghouse").

In exchange for providing the Services, TransNexus will receive service fees.
TransNexus will also be reimbursed for all expenses incurred on behalf of the
Clearinghouse, including banking fees, device enrollment fees and other
expenses, as set forth in the Agreement. In exchange for providing clearinghouse
services, POPstar will receive service fees, including price arbitrage, and or
other such fees as defined by POPstar, as set forth in this agreement.

A glossary of certain terms used in this Agreement is set forth in Attachment 1.
Attachment 1 and the other attachments (and any amendments thereto) are integral
parts of this Agreement and are incorporated herein by reference.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS CONTAINED HEREIN
POPSTAR AND TRANSNEXUS AGREE AS FOLLOWS:

1 Services

1.1 TransNexus will operate the Clearinghouse Service for POPstar on an
outsourced basis. TransNexus will enroll the Clearinghouse Customers in the
POPstar Clearinghouse Service after the customers have complied with the
terms and conditions and executed the POPstar Partner Services Agreement.
Prior to exchanging commercial traffic via the POPstar Clearinghouse
Service, each Clearinghouse Customer must certify they have successfully
completed a Clearinghouse Service audit test required by TransNexus.

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1.2 TransNexus will maintain a Clearinghouse Service Provider account for
POPstar. This account will monitor the sum of service fees earned by the
POPstar Clearinghouse and any transfers of cash from or to the POPstar
Clearinghouse Account.

1.3 TransNexus will maintain an account for each Clearinghouse Customer of
POPstar Clearinghouse Service that will monitor the activity of the
customer in the Clearinghouse for the purpose of collecting payments from
the customer and making settlement payments to the customer. This account
is known as the "Clearinghouse Customer Account." The Clearinghouse
Customer Account is more fully described in Section 5.

1.4 TransNexus will maintain the POPstar Clearinghouse in such a way that an
Originator customer in the POPstar Clearinghouse Service seeking to
exchange traffic will be able to query the Clearinghouse via the Public
Internet, or other IP network defined by the POPstar, for a Terminator
participating in the Clearinghouse Service. Upon receiving such a query,
TransNexus will securely authenticate the communication by returning a
secure token and up to 3 (three) IP addresses of Terminators capable of
completing the communication and the exchange of traffic. The Originator
will then contact the Terminator to complete the call and both will return
usage indications (call detail records) back to TransNexus.

1.5 For each connection between an Originator customer and Terminator customer
in the Clearinghouse Service, TransNexus will gather and assemble call
detail records ("CDRs"). The CDRs will detail the duration and other items
concerning each IP voice and fax transmission. TransNexus will maintain
detailed clearinghouse accounts for each customer and will reconcile and
rate CDRs for activity generated by IP Communications using the POPstar
Clearinghouse Service.

1.6 TransNexus will collect funds on behalf of the POPstar Clearinghouse from
Originator customers and make settlement payments to the POPstar
Clearinghouse or Terminator customers on behalf of the POPstar
Clearinghouse for IP communications in accordance with this Agreement.

1.7 POPstar will be responsible for establishing and providing to TransNexus
the rates that will determine the charge per minute for origination or
termination communication traffic to any destination served by POPstar
Clearinghouse Service. Rates must be provided by POPstar to TransNexus as
detailed in Attachment 6 to this Agreement. Rates will be effective within
48 hours of receipt by TransNexus. Origination rates and termination rates
must be established by POPstar for each IP telephony device of every
Clearinghouse Customer.

1.8 TransNexus will undertake reasonable efforts to protect the identity,
pricing and other confidential Information of the Clearinghouse Customers
from other participants in the POPstar Clearinghouse Service. All
Clearinghouse Customers of the POPstar Clearinghouse

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Service will be identified only by a unique customer identification number
known only to the specific Clearinghouse Customer, POPstar and TransNexus.

1.9 POPstar will be responsible for marketing and branding the POPstar
Clearinghouse. TransNexus will apply its best efforts to assist POPstar
with marketing its Clearinghouse Service including joint appearances at
industry shows and referrals of potential customers. TransNexus will brand
all POPstar Clearinghouse Service Web User Interface pages viewable by
POPstar and its customers with the POPstar logo.

2 Participation Requirements; Discontinuance of Service

2.1 TransNexus may discontinue service to any clearinghouse customer at any
time for breach of any of the terms and conditions in the Clearinghouse
Service Agreement, between POPstar and the clearinghouse customer.
TransNexus will receive an official copy of all such agreements upon
execution by both parties POPstar and customer.

2.2 TransNexus reserves the right to reject, in its sole discretion, any
application for participation in the Clearinghouse to protect its interests
or the interests of other participants in the Clearinghouse. TransNexus
reserves the right to impose certain conditions upon Customers of the
POPstar Clearinghouse Service including, but not limited to, additional
security deposits, advance payments, letters of credit, delinquency charges
and other actions as it deems necessary and appropriate. TransNexus and
POPstar reserve the right to change any and all conditions of this
Agreement with 30 days written notice and mutual agreement in writing under
the notification process described herein.

2.3 TransNexus and POPstar may routinely test quality of service standards,
routes, IP connections and the telecommunication addresses of customers.

2.4 TransNexus or POPstar may, in their discretion, block participation in the
Clearinghouse by any Customer and will notify the customer prior to cut-off
by email or fax to the appropriate contact address as noted in the
agreement between POPstar and the customer. Additionally, any Customer
suspended or blocked from the service as a result of non-payment, or other
issues deemed serious by TransNexus, in its sole discretion, will be
subject to a re-instatement fee of up to and including $10,000 US dollars.

2.5 In the event POPstar does not accept a Customer's application for
participation in the POPstar Clearinghouse Service all funds will be
returned less any banking charges and other transaction fees and expenses
associated with the transaction. These funds will be returned to such
Customer within five business days of POPstar's decision to reject the
Customer.

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2.6 TransNexus uses the Open Settlement Protocol ("OSP") to record pertinent
details of communications by and between customers of the Clearinghouse and
POPstar. TransNexus certifies all IP telephony devices, which are capable
of utilizing the Open Settlement Protocol, prior to their acceptance for
usage in the POPstar Clearinghouse Service. A complete list of accepted IP
Telephony devices is listed in Attachment 2 and will be updated by
TransNexus upon completion of new device certification each calendar
quarter, beginning June 30, 2000. The information will be published via
device.transnexus.com.

3 Payment Method

3.1 TransNexus will remit to POPstar on the 5th business day of the next month,
all service fees owed and payable to POPstar for the previous month if
TransNexus has collected a predetermined minimum payment amount. The
predetermined minimum payment amount is $100 USD; otherwise the service
fees owed and payable will be carried forward until the minimum payment
amount accumulates at which time payment is made to POPstar.

3.2 The method of payment will be by wire transfer to the POPstar account with
HSBC Bank Canada - Seattle Branch, ABA Number 125007098 account number
###-#######-###. Any amounts owed to TransNexus for service or other fees
will be itemized and deducted from amounts payable to POPstar prior to
payment to POPstar.

4 POPstar Clearinghouse Accounts

4.1 TransNexus will establish a POPstar Clearinghouse Service Provider Account
for the purpose of aggregating and monitoring the monetary value of any
service fees owed to POPstar on behalf of POPstar Clearinghouse Service and
for any reductions to this account by TransNexus for service charges and
making such payments on behalf of the Clearinghouse to POPstar.

4.2 If POPstar desires to originate traffic using POPstar Clearinghouse
Service, POPstar will establish a Clearinghouse Customer Account and will
transfer funds to or maintain sufficient funds in this account according to
the terms and conditions which apply to all clearinghouse customers. The
initial balance of this Clearinghouse Customer Account shall be determined
by POPstar (and approved by TransNexus) in accordance with the
Clearinghouse Account balance work sheet provided as Attachment 4.

4.3 POPstar will at all times maintain a balance in its Clearinghouse Customer
Account that is equal to at least the amount detailed in Attachment 4
concerning expected Origination expenses. The procedure for forecasting
adjustments to the Clearinghouse Account is set forth in Attachment 4.

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4.4 Each time POPstar originates an IP communication as an Originator, the
POPstar Clearinghouse Customer Account will be debited with the appropriate
rate for IP communication, service charges and transaction expenses. Each
time POPstar terminates an IP communication as a Terminator, the POPstar
Clearinghouse Customer Account will be credited with the appropriate rate
for the IP communication.

4.5 POPstar and TransNexus have defined Clearinghouse Service Provider fees in
Attachment 5.

5 Security Deposit; Reimbursement for Transaction Expenses

5.1 TransNexus will maintain the security deposits in accordance with the
pricing and risk management rules of the POPstar Clearinghouse as set forth
in Attachment 5. Each month, TransNexus will reconcile actual usage,
payments to the POPstar Clearinghouse Service Provider Account and
Clearinghouse Customer Accounts and deposit requirements for the previous
month. TransNexus will provide to each Net Originator Clearinghouse
Customer a statement detailing actual usage less advance payments plus
banking fees. A new deposit amount will be calculated based upon the
previous month's actual use. The statement will indicate a net payment to
or from POPstar and Clearinghouse Customers, which is to be paid by the 5th
business day following invoice issuance. TransNexus will issue payments to
POPstar and Clearinghouse Customers on the day the invoice is sent if
TransNexus owes amounts as calculated by the statement. In no event will an
Originator's deposit amount be less than $1,000 USD.

5.2 Funds provided by the POPstar to its Clearinghouse Customer Account for
origination traffic will be held in a restricted cash account at Bank of
America, Georgia (ABA 061000052, Account Number ##########).

5.3 Clearinghouse Customers must provide non-refundable device enrollment fees
to TransNexus in the amount of $500 USD for each IP telephony device they
enroll in the POPstar Clearinghouse as a Clearinghouse Customer, due and
payable upon initial registration in the POPstar Clearinghouse Service. For
additional IP telephony devices added subsequent to the initial
participation, the device enrollment fee is payable within 15 days from
receipt of statement from the Clearinghouse. If a Clearinghouse Customer
enrolls 11 or more devices, the enrollment fee for each device becomes $250
USD for device 11 (eleven) and greater.

5.4 Clearinghouse Customers must reimburse TransNexus for all banking fees,
including bank fees for electronic funds transfer, for any taxes that
TransNexus pays on behalf of POPstar and for other transaction fees
incurred by TransNexus on behalf of POPstar.

5.5 Clearinghouse Customers must reimburse TransNexus for all banking fees,
including bank fees for electronic funds transfer, for any taxes that
TransNexus pays on behalf of

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Clearinghouse Customers and for other transaction fees incurred by
TransNexus on behalf of Clearinghouse Customers.

5.6 TransNexus will charge other fees for training sessions, customer
inquiries, special requests for compilations of CDRs, and other related
matters as set forth in the pricing and risk management rules of the
Clearinghouse in Attachment 5.

6 Service Charges

6.1 TransNexus will collect from Clearinghouse Customers an Origination Fee
each time the Clearinghouse Customer accesses the POPstar Clearinghouse as
an Originator Clearinghouse Customer. The amount of the origination fee is
set forth on Attachment 5. This amount will be calculated by multiplying
the length of the phone call in seconds times the termination rate/second
times the origination fee percentage listed in Attachment 5. TransNexus
reserves the right to charge an unsuccessful call query fee of $0.005 USD
for every query made by a Clearinghouse Customer. This unsuccessful call
query fee will be invoked by TransNexus in the event a Clearinghouse
Customer abuses its query privilege. TransNexus will provide POPstar seven
days notice prior to the imposition of this fee.

6.2 TransNexus and POPstar reserve the right to change the fee schedule for the
POPstar Clearinghouse Service with seven days notice in writing and
acceptance by both parties.

7 Taxes

7.1 Payments and collections of any and all taxes, with the exception of
TransNexus Corporate Income tax, shall be the sole responsibility and
liability of POPstar.

8 Representation and Warranties

8.1 It shall be the responsibility of POPstar and the Customers of the
Clearinghouse Service to provide Public Internet or other communication
access from IP telephony devices to the Clearinghouse service points and
communication medium from POPstar's and the customer's IP telephony device
to the Public Switched Telephone Network. If TransNexus provides access due
to POPstar or customer request, or as a matter of convenience to POPstar,
TransNexus will recover in advance any and all costs associated with
providing this access monthly in advance.

8.2 POPstar represents and warrants that it possesses all legal and regulatory
authority to buy or sell communication services as facilitated by the
Clearinghouse. POPstar further represents and warrants that any and all
pricing, quality of service, or other information is accurate and they have
sufficient capacity to offer these services via the Clearinghouse.

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8.3 POPstar represents and warrants that it has the full right and power to
grant the rights to use materials embodying names, words, recordings,
likenesses, and performances of the photographers, artists and/or
performers, free and clear of any rights or claims by the owners or any
others, and shall indemnify and hold TransNexus, its agents, owners,
employees, licensees, successors and assigns wholly harmless from any loss,
liability, damage, cost of expense, including reasonable legal fees, from
any claims by the owners or others arising from the use or any derivatives
of the materials given to TransNexus to incorporate into the Company
Clearinghouse Service or for promotional purposes.

9 Disclaimer of Warranty; Limitation of Liability

9.1 THE CLEARINGHOUSE AND RELATED SERVICES ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRANSNEXUS
DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT. THE ENTIRE RISK OF USING THE CLEARINGHOUSE REMAINS WITH
POPSTAR. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER
SPECIAL OR PUNITIVE DAMAGES ARISE OUT OF THIS AGREEMENT OR THE USE OF OR
INABILITY TO USE THE CLEARINGHOUSE, EVEN IF THE PARTY HAS BEEN ADVISED OF
SUCH DAMAGES.

9.2 It is understood and agreed to by POPstar that TransNexus does not provide
common carrier telecommunication services or participate in the actual
telecommunication path. Compliance with all applicable legal and regulatory
requirements governing the provisioning of telecommunication services, and
legal, regulatory and licensing requirements of communications and exchange
of said communication facilitated by the Clearinghouse is the
responsibility of POPstar.

9.3 TransNexus or POPstar assumes no liability for delays or errors in
communication between participants in the Clearinghouse. TransNexus and
POPstar agree to hold each other harmless for liability in the event of
errors, delays, pricing or miss-routing. In any event, the sum aggregate
liability for TransNexus will never exceed the lesser of $1,000 or the
amount paid to TransNexus in a given calendar year by POPstar.

10 Term of Agreement

10.1 The term of this Agreement will be for thirty-six (36) months from the
effective date of the Agreement and will be automatically renewed for
additional twelve-month periods, at the prices, terms and conditions
prevailing at the time of renewal.

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10.2 TransNexus or POPstar may terminate this Agreement, effective immediately,
upon giving notice for "Cause." "Cause" shall include any material breach
of this Agreement, dishonesty in dealings in the POPstar Clearinghouse
Service, bankruptcy or allegations of any criminal or dishonest behavior.

11 Confidentiality

11.1 Any information whether incorporated in a physical medium or not, related
to either Parties business operations, including (but not limited to)
inventions, products, services, personnel, methods of doing business,
research and development activities, know-how, customers, trade secrets,
commercial secrets, computer programs, rates, routing tables or finances
(hereafter called "the Information"), shall be considered as confidential
and proprietary, and shall be treated as such by both Parties. Information
may include information which has been submitted to either Party by third
parties, and which the disclosing party has been authorized to disclose,
subject to the security measures or confidentiality agreements. In such
cases, the Party receiving such disclosure accepts that the term of this
Agreement shall be deemed also for the benefit of such a party and fully
binding upon both Parties with respect to such Information. Except as may
be required by law, both parties agree that they shall keep the Information
received from the other party confidential and shall not disclose or
disseminate the Information other than to the employees and advisors of
such Party who need to know such Information.

11.2 Notwithstanding the foregoing, the Information does not include information
about which TransNexus or POPstar can document that (a) it was in the
public domain at the time it came to its knowledge; (b) it entered the
public domain through no breach of this Agreement by TransNexus or POPstar
or breach by any third party of any obligations of confidentiality; (c) it
was known to TransNexus or POPstar free of any obligation of
confidentiality before it came to its knowledge in the course of its
relationship with TransNexus or POPstar or (d) it became lawfully available
to TransNexus or POPstar, either from a third party or through its
independent development.

11.3 The obligations of TransNexus and POPstar under Section 11 regarding
confidentiality shall survive any termination of this agreement and remain
in full force and effect for a period of 5 years.

11.4 Both Parties agree that the restrictions contained in this Section 11 are
fair and reasonable and necessary for the protection of the legitimate
business interests. Each agrees that the other will or would suffer
irreparable injury upon violation of the provisions of this Section 11, and
that in the event of a breach the injured party shall (in addition to all
other rights and remedies

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available to it, including, without limitation, recovery of damages) be
entitled to an injunction restraining it from such breach.

12 Miscellaneous

12.1 This Agreement shall be governed under the laws of the State of Delaware,
United States of America, without regard to conflict of law principles.
POPstar hereby consents to the exclusive jurisdiction of federal or state
courts located in Delaware.

12.2 The security team at TransNexus will resolve any disputes in connection
time between customers in the POPstar Clearinghouse Service.

12.3 TransNexus understands and agrees that POPstar will establish wholesale
rates and be responsible for the pricing of all communication exchanges
between Clearinghouse Customers using the POPstar Clearinghouse Service.

12.4 The functional currency of the POPstar Clearinghouse Service is US Dollars.
In the future event that additional currencies are accepted by the POPstar
Clearinghouse, a separate deposit, payment, and account will be required
for each currency used by Clearinghouse Customers.

12.5 POPstar will provide to TransNexus all information regarding contact
information and password security in Attachment 7 to ------------ this
agreement.

12.6 All payments by and to the POPstar Clearinghouse will be by electronic
funds transfer. TransNexus will recover from POPstar and its Clearinghouse
Customers any banking fees associated in making payments or receiving
payments to or from POPstar or its Clearinghouse Customers. Any amounts
owed to TransNexus and not paid by the required due date will carry
interest to the maximum extent allowed by State of Delaware, United States
law.

12.7 This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns, but neither party
shall have the right to assign or otherwise transfer its rights under this
Agreement without receiving the express prior written consent of the other
party. Either party may, however, assign this Agreement in the event of a
sale of all or substantially all of its assets or stock without first
obtaining the prior written consent of the other party.

12.8 All notices, demands, requests and other communications required or
permitted hereunder shall be in writing and shall be deemed to be delivered
when actually received, when sent by a reputable overnight carrier, return
receipt requested, to the registered addresses as documented on the 1st
page of this agreement.

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12.9 This Agreement and its Attachments constitute the complete and exclusive
agreement between TransNexus and POPstar with respect to the subject matter
hereof, and supersede all prior oral and written understandings,
communications or agreements not specifically incorporated herein.

12.10The provision of this Agreement shall be deemed severable, and the
invalidity or unenforceability of one provision shall not effect the
validity or enforceability of any other provision.

12.11This Agreement may not be amended or modified in any way, and none of its
provision may be waived, except in writing and signed by an authorized
party against whom the amendment, modification or waiver is sought to be
enforced.

In witness whereof, the parties have executed this agreement as of the last
date written below.

TransNexus, Inc. POPstar Global Communications Inc.

Jim Dalton (Name) John McDermott (Name)
------------------------------- ----------------------------------

/s/ Jim Dalton (Signature) /s/ John McDermott (Signature)

Chief Executive Officer (Title) President/CEO (Title)
-------------------------------- -----------------------------------

9 SEP 2000 (Date) 9/20/2000 (Date)
-------------------------------- -----------------------------------

ATTACHMENTS

1 - Glossary of Terms
2 - TransNexus Certified IP Telephony Devices to be Used for Voice or Fax
3 - Payment Method
4 - Clearinghouse Customer Account Balance Worksheet
5 - Pricing and Risk Management Rules
6 - Instructions to Create Rate Plan File
7 - Information Form

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TransNexus/POPstar Clearinghouse Service Agreement - Attachment 1

GLOSSARY OF TERMS
The following terms apply to the POPstar Clearinghouse Service. Certain terms
are used in the Agreement between TransNexus, POPstar and Customer relating to
the Clearinghouse.

ORIGINATOR CUSTOMER - A Clearinghouse Customer who originates IP communications.
The Originator Customer pays the POPstar Clearinghouse an Origination Fee per
minute to originate IP telephony traffic that is terminated by other
Clearinghouse Customers.

ORIGINATION FEE - The fee per minute a Clearinghouse Customer pays to originate
IP traffic which is terminated by another Clearinghouse Customer. The
Origination Fee is paid by the Originator Clearinghouse Customer to the POPstar
Clearinghouse.

TERMINATOR CUSTOMER - A Clearinghouse Customer who terminates IP communications.
The Terminator Customer is paid a Termination Fee by the POPstar Clearinghouse
to terminate IP telephony traffic originated by other Clearinghouse Customers.

TERMINATION FEE - The fee per minute paid to a Clearinghouse Customer for
terminating IP traffic originated by another Clearinghouse Customer. The
Termination Fee is paid by the POPstar Clearinghouse to the Terminator
Clearinghouse Customer.

TRANSNEXUS TRANSACTION FEE - The fee per minute charged to the POPstar
Clearinghouse by TransNexus for providing its ClearIPSM service.

CLEARINGHOUSE FEE - The fee per minute earned by the POPstar Clearinghouse for
providing clearinghouse services to its Clearinghouse Customers.

CLEARINGHOUSE CUSTOMER ACCOUNT - An account that is maintained by TransNexus and
summarizes all monetary activity between the Clearinghouse Customer and
TransNexus. This would include Origination Fees owed to the POPstar
Clearinghouse, Termination Fees owed to the Clearinghouse Customer from the
POPstar Clearinghouse, net other clearinghouse fees (e.g. device enrollment and
wire transfer fees), and monetary transfers to or from the POPstar
Clearinghouse.

DEPOSIT LIMIT - The amount of an Originator's initial deposit into a
Clearinghouse Account for the first quarter of activity in the Clearinghouse.
This amount is variable and after the first three months of operation in the
Clearinghouse the amount will be adjusted to a minimum of 10 days average
Origination fees, but in no case shall be less than $1,000 USD.

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DEVICE ENROLLMENT - The process of exchanging cryptographic key pairs between
the POPstar Clearinghouse and an IP telephony device. Device enrollment creates
a secure, e-commerce relationship between the IP telephony device and the
POPstar Clearinghouse.

DISCONNECT LIMIT - The minimum monetary amount, required by TransNexus and
POPstar, that a particular Clearinghouse customer must maintain in its
clearinghouse account to continue to originate IP communications. This amount is
generally set at a minimum of three (3) days' origination activity. At the point
when an individual Clearinghouse Customer reaches this limit, their devices will
be suspended from the POPstar Clearinghouse service pending receipt of
additional funds by the POPstar Clearinghouse from the Clearinghouse Customer.

IP TELEPHONY DEVICE - A gateway, gatekeeper, media gateway controller, SIP Proxy
or other IP telephony device that acts as a single logical origination and/or
termination point for a IP telephony call.

NON-DISCLOSURE AGREEMENT - Legal document outlining confidentiality agreement
with TransNexus.

NOTIFICATION LIMIT - The amount in a Clearinghouse Customer Account below which
a Customer will be notified to remit additional funds to continue to originate
traffic. This amount is generally set at a minimum of 10 (ten) days' net
origination activity per Clearinghouse Customer.

CLEARINGHOUSE ACCOUNT STATEMENT - The periodic financial summary for a
Clearinghouse Customer.

TERMS AND CONDITIONS - Legal documents outlining business relationship with
TransNexus.

ClearIPSM - The aggregate of all of TransNexus' outsourced Clearinghouse
service.

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TransNexus/POPstar Clearinghouse Service Agreement - Attachment 2

TransNexus Certified IP telephony devices to be used for voice or fax

Cisco Systems:

OSP (Open Settlement
Cisco Systems Protocol) Support Certification Status
Telephony Platforms
--------------------------------------------------------------------------
Cisco 3600 Gateway |X| Certified

Cisco AS5300 Gateway |X| Certified

Cisco 2600 Gateway |X| Certified

Cisco 5800 Gateway |X| Discontinued by Cisco

Lucent Telephony OSP (Open Settlement Certification Status
Platforms Protocol) Support
------------------------------------------------------------------------------
Multi-Voice Access Manager v3.0 |X| Certification pending
for TNT, Max 6000 and Max 2000
Gateways

This list will be updated by TransNexus, as new devices are certified, via
devices.transnexus.com (beginning June 30, 2000).

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TransNexus/POPstar Clearinghouse Service Agreement - Attachment 3

PAYMENT METHOD
The POPstar Clearinghouse may be required to make payments for service charges,
security deposits, transaction expenses and other costs associated with the
POPstar Clearinghouse by making Electronic Funds transfers to the TransNexus,
Inc. account below.

TransNexus, Inc.
Bank Of America Georgia
ABA (Transit Routing) 061000052
Account Number: ##############

The POPstar will earn Clearinghouse Fees that will be collected from
Clearinghouse Customers by TransNexus, Inc. TransNexus will wire these funds to
the POPstar Clearinghouse at the account indicated below.

The POPstar banking account for Payment:
Please pay all amounts to be received from TransNexus on behalf of the POPstar
Clearinghouse to the following account

Name of Financial Institution: HSBC Bank Canada - Seattle Branch

ADDRESS: 700 Fifth Avenue, Suite 4100,

CITY, COMMUNE, REGION: Seattle,

STATE, PROVENCE: Washington

COUNTRY/POSTAL CODE: 98104

SWIFT BIC: --------------------------------------------
(Example: Bank of America BOFAUS33)

ABA, or Transit ROUTING: 125007098

Account Number: ###-######-###

Checking/SAVINGS: --------------------------------------------

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TransNexus/POPstar Clearinghouse Service Agreement - Attachment 4

CLEARINGHOUSE CUSTOMER ACCOUNT BALANCE WORK SHEET
Each Clearinghouse Customer must use this work sheet to calculate the initial
balance for its Clearinghouse Account. The POPstar Clearinghouse must receive
advance payment of the required initial balance (including device enrollment
fees) before the Clearinghouse Customer's account will be activated for
exchanging traffic with other Clearinghouse Customers.

(a) Enter number of IP telephony devices to be enrolled in the POPstar
Clearinghouse Service.
(b) Multiply the number of devices times the annual Enrollment fee per device
to compute the annual enrollment charges. Sum lines 1 and 2 to compute the
total annual enrollment charge.
(c) Clearinghouse Customers who want to originate traffic must provide an
initial deposit of $1,000. (Does not apply to terminate only IP devices.)
(d) Enter expected number of minutes that will be originated during the first
30 days.
(e) Enter the expected average Origination fee per minute. Multiply expected
number of minutes times the expected price per minute to compute Advance
Origination Fees. (Does not apply to terminate only IP devices.)
(f) Sum lines 1 + 2 + 3 + 4 to compute total advance payment which must be
remitted to initiate the Clearinghouse Customer account.

Worksheet for Enrollment, Initial Deposit and Advance Fees
----------------------------------------------------------

Please read Attachment 5, Pricing and Risk Management Rules for further
information

Annual Enrollment fees: $500 per device for the first 10devices
$250 per device for 11th or above

Enrollment
Computation of Annual fee per Enrollment
Enrollment Charges device Charges
------------------ ------ -------
(a) Number of devices
(First 10 or less) ----- X $500 = ------- line 1
(a) Number of devices
(More than 10) ----- X $250 = ------- line 2

Total Annual Enrollment Charges ------- lines 1 & 2

Origination Expected Advance
Minutes price per Origination
Computation of Advance (d) minute(e) Fees
Origination Fees
Origination Minutes during -------- X --------- = -------- line 4
first 30 days
Required for devices which
originate traffic

(f) Sum of Enrollment charges & Deposit &
Advance Origination fees -------- Sum of
Advance Payment to be sent with Contract lines 1-4

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TransNexus/POPstar Clearinghouse Service Agreement - Attachment 5

PRICING AND RISK MANAGEMENT RULES
The following states Pricing and Risk Management Rules of POPstar Clearinghouse
Service.

1. POPstar must provide to TransNexus a sales and use tax exemption
certificate, and a copy of the Tax Identification Number and Country of
Registration.

2. Security deposits must be in the form of cash via electronic funds
transfer. These security deposits will be held as restricted cash and
deposited with Bank of America Georgia. Each customer will not have any
right to interest earned on these amounts. TransNexus may require the
amount to be adjusted to reflect changes in the customer's actual billed
amounts.

The initial security deposit required is as follows:

Net Originator Customers:
$1,000 US Dollars

Termination Only Customers:
$0 US Dollars

The deposit amount is expected to cover a minimum of 10 days activity for
the customer. After the end of the current calendar quarter of operation
with POPstar Clearinghouse Service, the customer may be required to furnish
additional funds to maintain this 10 day minimum. In no event will the
deposits required be less than what is stated above. Deposits are fully
refundable, less banking and / or outstanding usage fees, with 30 days
written notice to POPstar Clearinghouse Service

The formula to calculate deposit requirements for Net Originator
Clearinghouse Customers is:

(Expected Originator traffic in minutes for the past month* Average
Origination Fee per minute) - Net Terminator Revenue of Customer for the
past month.

3. It should be noted that current financial funds transfer time around the
world varies significantly. To aid the customer and to avoid suspension of
service, TransNexus has developed several methods to assist POPstar's
Clearinghouse customers in maintaining sufficient funds with TransNexus at
all times.

3.1 Upon establishment of usage, patterns TransNexus will provide the customer
with the expected next months advance fee via email. This notification will
include a statement of

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the Clearinghouse Customers current activity (1st of the month through
24.00 GMT the 15th) and will be posted via e-mail by the 16th day of the
current month.

3.2 TransNexus will also establish a Notification limit of 10 days aggregate
advance fees. Once it is determined that the customer has ten or less days
of advance fees, TransNexus will automatically generate an e-mail message
to the primary and secondary business contact providing notification of
needed funding.

3.3 TransNexus will pay by the 5th business day of the next month all net
amounts owed to Clearinghouse Customers and to the Clearinghouse Service
Provider.

3.4 The Clearinghouse Customer's primary or appointed contact may monitor their
account balances with POPstar Clearinghouse via the Web User Interface. The
Clearinghouse Customer Account balance information will include Origination
Fees and Termination Fees associated with call detail records received by
the POPstar Clearinghouse within 60 minutes of the time of inquiry.

3.5 Pay in advance for a certain period's expected origination prices. Net and
Originator only customers will be required to fund advance fees to
TransNexus.

3.6 TransNexus provides the internal infrastructure operations for the POPstar
Clearinghouse Service for voice and fax communications. Accordingly,
TransNexus expects to receive remuneration for these services. Also, the
Terminator Clearinghouse Customers expect to receive compensation from the
POPstar Clearinghouse Service for termination of calls from Originator
Clearinghouse Customers. Therefore, a basic description of fees charged by
TransNexus to the POPstar Clearinghouse Service and Clearinghouse Customers
is shown below:

3.7 TransNexus Transaction Fee: For each IP communication transaction
authorized by the POPstar Clearinghouse Service, the Originator
Clearinghouse Customer will pay an Origination Fee to the POPstar
Clearinghouse for authorization and call routing to a Terminator
Clearinghouse Customer who will complete the IP communication. The total
Origination Fee is price per minute times the number of seconds (rounded to
the nearest whole second) from start of the IP communication transaction to
completion or termination of the IP communication. TransNexus will charge
and collect the Origination Fee from the Originator Clearinghouse Customer
on behalf of the POPstar Clearinghouse. TransNexus will retain a TransNexus
Transaction Fee per IP communication from the Origination Fee. The
TransNexus Transaction fee per IP communication will be equal to 10% of the
total Origination Fee.

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3.8 Clearinghouse Fee: For each IP communication transaction authorized by the
POPstar Clearinghouse Service, POPstar will earn a Clearinghouse Fee. The
Clearinghouse Fee is equal to the Origination Fee less the Termination Fee
less the TransNexus Transaction Fee.

3.9 Customer Support, TransNexus will provide customer support via email free
of charge to all POPstar Clearinghouse Customers. The response will be no
later than one business day from receipt and all inquiries should be sent
to [email protected]. Premium support can be provided at an
additional cost.

3.10 TransNexus attempts to maintain low internal costs. In an effort to
minimize subsidization of certain customers by others, TransNexus recovers
banking charges from customers. All banking fees incurred by TransNexus in
maintaining its obligations to POPstar will be recovered from POPstar by
TransNexus.

3.11 The POPstar Clearinghouse will invoice Net Originator Clearinghouse
Customers in advance on the 16h of every month for the next month. Amounts
are to be received and verified by TransNexus on or before the 1st day of
the next month or service may be interrupted. Monthly, TransNexus will
issue statements to all customers reconciling advance payments to actual
usage and to recover banking charges or adjust deposit requirements. These
amounts will be deducted from any amounts owed to the Clearinghouse
customer, or added to the amounts due from the Clearinghouse Customers on
the 1st day of the next month. As the statement will be sent electronically
to the Primary Business Contact, it is deemed received when sent.

3.12 TransNexus reserves the right to implement additional fees in the future.
Such fees may be, but not limited to, subscription fees, training fees,
consulting fees or other fees. Current Banking Fees are as follows:

Domestic US ACH Receipt or Payment
to or from TransNexus $ 2.00 per transaction
S.W.I.F.T. Payment or domestic wires to or
from TransNexus $40.00 per transaction

TransNexus will provide in-house training or consultations at the rate of
$2,500 USD per day plus expenses.

Basic support from TransNexus is by e-mail with a 24-hour response time.
Additional levels may be purchased separately from TransNexus. The POPstar
mail account for Customer support will be [email protected].
TransNexus has other support options available for premium level support.
Pricing and details may be obtained from TransNexus.

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Device enrollment, TransNexus will charge POPstar Clearinghouse Customers
an annual fee of $500 USD for the first ten IP telephony devices enrolled
in the POPstar Clearinghouse Service. Additional IP telephony devices will
be enrolled at an annual fee of $250 each.

4. Standard Terms:

A). Net 15 days from Statement.
B). Interest charges begin on the first day of the next month and are
currently 22% annually.
C). If amounts outstanding are not paid by the 30th day from invoice date,
TransNexus will terminate Company's relationship with the POPstar
Clearinghouse Service and deduct all amounts owed from the deposit.
Remaining deposit will be returned to POPstar.

5. Billing and reporting: TransNexus will enable POPstar Clearinghouse
Customers to receive invoices and review/request standard reports via the
secure Web User Interface. For a minimal fee and once a month TransNexus
will provide to POPstar or its Clearinghouse Customers a CD-ROM detailing
all traffic processed by the POPstar Clearinghouse Service. The CD-ROM will
contain call detail records (CDRs) that will enable Clearinghouse Customers
to audit clearinghouse services or bill end users.

The fee for this service will be $50.00 per CD-Rom required (Includes
shipping via 2nd day air)

Customized Billing Solutions: TransNexus will provide customization
services at the rate of $250.00 per man hour times the estimated number of
hours to complete the customization. In addition, TransNexus has and is
continuing to develop partners in the end user billing solutions business.
Please contact [email protected] to see if a solution already exists.

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TransNexus/POPstar Clearinghouse Service Agreement - Attachment 6

Instructions to Create Rate Plan File

General
This document provides a set of instructions for creating a set of rates to be
associated with each enrolled gateway. A separate file must be created for each
combination of the following:

o Device Name (Gateway ID)
o Service Type (Voice vs. Fax)
o Traffic Type (Originating vs. Terminating)

Thus, a unique file of originating rates must be created for Device A that is
intended to originate voice traffic. If Device A is also intended to terminate
voice traffic, a separate file of terminating rates must be generated.

The customer is required to submit a CSV file. Whether the file is generated
using Excel or any other spreadsheet/editor is irrelevant to the provisioning
system. The customer is free to assign any file name to the CSV file, but it
must follow the UNIX file naming convention. Once created, the CSV file should
be e-mailed to [email protected]. The e-mail subject must be:
"provision:a:b:c:d" where a is the customer (subscriber) ID, b is the gateway
ID, c is the service type and d is the traffic type.
For example: provision:1234567890:209999999:V:T

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Sample Rate Plan File
[represented in original as screen shot of Microsoft Excel worksheet, with data
as set forth below.]

Customer ID 102203
Device Name 1145737
Service Type V
O or T 1
Currency 1
RP Name Baseline

<TABLE>
Maximum Routing
Delay in ms Priority
Code/NPA- Rate (up to 4 Unit of (Origination (Origination
Zone CC NXX decimals Increments Measure Begin Date Only) Only) Allow
---- -- --- -------- ---------- ------- ---------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BEGIN
1 0.04 60 second 07-15-1999 Y
1 0.045 60 second 08-01-1999 Y
1 404 0.042 60 second 07-15-1999 Y
1 770 0.043 60 second 07-15-1999 Y
1 770452 0.055 60 second 07-15-1999 Y
EU 0.077 60 second 07-15-1999 Y
AF 0.0912 60 second 07-15-1999 Y
212 0.345 60 second 07-15-1999 Y
54 11 07-15-1999 N
54 11 0.065 60 second 07-15-1999 Y
OT 0.07 60 second 07-15-1999 Y
END
</TABLE>

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Instructions to Create Excel Rate Plan File

Cell(s) Description/Action
--------- ------------------------------------------------------------
1A Enter the label "Customer ID".
1B Enter the subscriber ID from the General Information page of
the User Interface.
2A Enter the label "Device Name".
2B Enter the gateway ID from the Device Information page of the
User Interface.
3A Enter the label "Service Type".
3B Enter "V" for voice or "F" for fax.
4A Enter the label "O or T".
4B Enter "O" for originating rate plan assignment or "T" for
terminating rate plan assignment.
5A Enter the label "Currency".
5B Enter "1" (for $US).
6A Enter the label "RP Name".
6B Enter an 8-character name for this rate plan.
8A Enter the label "BEGIN"
9A:9C This is the Called Number String composed of values in
columns A through C.

Zone (column A value) may be:
o [blank]
o AF = Africa Region (see list of countries in Appendix
1)
o EU = Europe Region (see list of countries in Appendix
1)
o AP = Australia/South Pacific Region (see list of
countries in Appendix 1)
o AS = Asia Region (see list of countries in Appendix 1)
o SA = Central and South America Region (see list of
countries in Appendix 1)
o OT = Rest of World (all files must include at least one
row with this value which is a default region)

If one of the above values appears in Column A, there cannot
be values in Columns B and C and vice versa. You may define
rates by:
o Region (input Region code in column A; no values in
columns B and C)
o Country Code (input country code value in column B; no
values in columns A and C)
o Combination of Country Code and City Code (input
country code value in column B and city code or NPA/NXX
in column C; no value in column A)

Columns B and C represent the Country Code and City Code
respectively. The sum of digits in columns B and C may not
exceed 7.

9D Enter rate in $US per minute. Value may be up to 4 decimal
places.
9E Enter "60".

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9F Enter "second".
9G Enter the date when this rate becomes effective. Usually
this will be the current date. But it is also possible to
schedule future changes. That is, you may create several
rows with the same number string but with different begin
dates and different rates as long as one of the beginning
dates is less than or equal to the date/time the file is
submitted to TransNexus. Note format mmddyyyy.

9H Leave blank. (future use)

9I Leave blank. (future use)

9J If rates are for terminating gateway, enter "Y" if
termination is allowed to this gateway for this row's Called
Number String. Enter "N" if termination is not allowed. If
rates are for originating gateway, enter "Y" if origination
is allowed from this gateway for this row's Called Number
String. Enter "N" if origination is not allowed.

19A Enter the label "OT" for all other prefixes not specifically
listed. This is a "catch-all" category that is included as
the last rate row.

20A Enter the label "END". This label appears after the last
rate row.

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Clarification on Number Strings
Several illustrations will serve to clarify the configuration of Number Strings
(combination of Zone, CC and City Code/NPA-NXX) in the rate plan file.

Illustration 1

Zone CC City Code/NPA-NXX Rate
---- ------ ----------------- ----------
1 .05
1 404 .055
1 404851 .0555
33 .08
EU .09
OT .15

o All calls to 1404851 @ $.0555
o All calls to 1404 (not 404851) @ $.055
o All calls to 1 (not 404) @ $.05
o All calls to 33 (France) @ $.08
o All calls to countries in the Europe list except France @ $.09
o All calls to all other destinations @ $.15

Illustration 2

Zone CC City Code/NPA-NXX Rate
---- ------ ----------------- ----------
SA $.08
AS $.09
86 $.10
90 1 $.11
OT $.12

o All calls to countries in Central/South America list @ $.08
o All calls to countries in Asia list except to City Code 1 in
Turkey (90) and to China (86) @ $.09
o All calls to China (86) @ $.10
o All calls to City Code 1 in Turkey (90) @ $.11
o All calls to all other destinations @ $.12

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Rate Plan File Validation
During TransNexus processing, the rate plan file will be rejected if any of the
following validations are not met.

1. If Zone is entered, there can be no values in columns B (Country Code) and
C (City Code/NPA-NXX).
2. If Zone is not entered, there must be a value in column B (Country Code).
3. If Country Code is entered, there may be a value in column C (City
Code/NPA-NXX).
4. If City Code/NPA-NXX is entered, there must be a value in column B (Country
Code).
5. Maximum sum of combined digits in columns B and C is 7.
6. The row preceding the first row of rates must include the label "BEGIN" in
column A.
7. The row following the last row of rates must include the label "END" in
column A. (This is interpreted to be the end of the file.)
8. At least one row in the rate section must have a Zone value of "OT". (This
is a catch-all zone that includes a rate for all Called Number Strings not
specifically defined. If you wish to only define rates for specified Called
Number Strings, then the "OT" row should include a value of "N" in column J
(Allow)).
9. There may be multiple rows with the same Called Number String as long as
the Begin Dates are different and one of the Begin Dates is equal to or
less than the date/time the file is submitted to TransNexus for processing.
10. For each Called Number String, there must be at least one row with a Begin
Date equal to or less than the date/time the file is submitted to
TransNexus for processing.
11. For each Called Number String row where Allow equals "Y", there must be
values in columns D, E, F and G.
12. For each Called Number String row where Allow equals "N", there must be a
value in column G.
13. Rates may not include more than 4 decimal places.
14. The combination of Customer (Subscriber) ID, Device ID, Currency ID and
Traffic Type is valid.

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Predefined Regions and Countries in Each Region(1) - Appendix 1

Africa (AF)

20 - Egypt
212 - Morocco
213 - Algeria
216 - Tunisia
218 - Libya
220 - Gambia
221 - Senegal
222 - Mauritania
223 - Mali Republic
224 - Guinea (PRP)
225 - Ivory Coast
226 - Burkina Faso
227 - Niger
228 - Togo
229 - Benin
230 - Mauritius
231 - Liberia
232 - Sierra Leone
233 - Ghana
234 - Nigeria
235 - Chad
236 - Central African Republic
237 - Cameroon
238 - Cape Verde Islands
239 - Sao Tome and Principe
240 - Equatorial Guinea
241 - Gabon
242 - Congo
243 - Zaire
244 - Angola
245 - Guinea-Bissau

--------
(1) This is a listing of predefined regions for your convenience in setting up a
single rate for a grouping of countries. For example, in the rate plan file you
can create one rate row for AF (Africa) and separate rate rows for Egypt and
Libya. All countries in the Africa region would inherit the rate for AF except
Egypt and Libya. This prevents having to create multiple rows for multiple
countries in the same zone with the same rate. Please note these lists may not
include the latest and most accurate E.164 country codes. The customer has the
responsibility to refer to ITU (www.itu.ch) for accurate country codes. Any
countries not included in these lists are not considered part of a predefined
region, and the number string will have to be defined in the Country Code and
City Code/NPA-NXX columns of the rate plan file.

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246 - Diego Garcia
247 - Ascension Island
248 - Seychelles Islands
249 - Sudan
250 - Rwanda
251 - Ethiopia
252 - Somalia
253 - Djibouti
254 - Kenya
255 - Tanzania
256 - Uganda
257 - Burundi
258 - Mozambique
260 - Zambia
261 - Madagascar
262 - Reunion Island
263 - Zimbabwe
264 - Namibia
265 - Malawi
266 - Lesotho
267 - Botswana
268 - Swaziland
269 - Comoros/Mayotte Island
27 - South Africa
290 - St. Helena
291 - Eritrea
298 - Faeroe Islands
299 - Greenland

Europe (EU)

30 - Greece
31 - Netherlands
32 - Belgium
33 - France
34 - Spain
350 - Gibraltar
351 - Portugal
352 - Luxembourg
353 - Ireland
354 - Iceland

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355 - Albania
356 - Malta
357 - Cyprus
358 - Finland
359 - Bulgaria
36 - Hungary
370 - Lithuania
371 - Latvia
372 - Estonia
373 - Moldova
374 - Armenia
375 - Belarus
376 - Andorra/Vatican City
377 - Monaco
378 - San Marino
380 - Ukraine
381 - Yugoslavia/Serbia
385 - Croatia
386 - Slovenia
387 - Bosnia & Herzogovina
389 - Macedonia
39 - Italy
40 - Romania
41 - Switzerland/Liechtenstein
420 - Czech Republic
421 - Slovak Republic
43 - Austria
44 - United Kingdom
45 - Denmark
46 - Sweden
47 - Norway
48 - Poland
49 - Germany

Central/South America (SA)

500 - Falkland Islands
501 - Belize
502 - Guatemala
503 - El Salvador
504 - Honduras

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505 - Nicaragua
506 - Costa Rica
507 - Panama
508 - St. Pierre & Miquelon
509 - Haiti
51 - Peru
52 - Mexico
53 - Cuba
54 - Argentina
55 - Brazil
56 - Chile/Easter_Island
57 - Colombia
58 - Venezuela
590 - Guadeloupe
591 - Bolivia
592 - Guyana
593 - Ecuador
594 - French Guyana
595 - Paraguay
596 - Martinique/French_Antilles
597 - Suriname
598 - Uruguay
599 - Netherlands Antilles

Australia/South Pacific (AP)

60 - Malaysia
61 - Australia/Cocos-Keeling Islands
62 - Indonesia
63 - Philippines
64 - New Zealand/Chatham Island
65 - Singapore
66 - Thailand
670 - Mariana Islands
671 - Guam
672 - Christmas & Norfolk Islands/Antarctica
673 - Brunei
674 - Nauru
675 - Papua New Guinea
676 - Tonga Islands
677 - Solomon Islands

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678 - Vanuatu
679 - Fiji Islands
680 - Palau
681 - Wallis and Futuna Islands
682 - Cook Islands
683 - Niue
684 - American Samoa
685 - Western Samoa
686 - Kiribati
687 - New Caledonia
688 - Tuvalu
689 - French Polynesia
690 - Tokelau
691 - Micronesia
692 - Marshall Islands

Asia (AS)

7 - Russia/CIS
81 - Japan
82 - South Korea
84 - Vietnam
850 - North Korea
852 - Hong Kong
853 - Macau
855 - Cambodia
856 - Laos
86 - China (PRC)
880 - Bangladesh
886 - Taiwan
90 - Turkey
91 - India
92 - Pakistan
93 - Afghanistan
94 - Sri Lanka
95 - Burma (Myanmar)
960 - Maldives
961 - Lebanon
962 - Jordan
963 - Syria
964 - Iraq

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965 - Kuwait
966 - Saudi Arabia
967 - Yemen
968 - Oman
971 - United Arab Emirates
972 - Israel
973 - Bahrain
974 - Qatar
975 - Bhutan
976 - Mongolia
977 - Nepal
98 - Iran
993 - Turkmenistan
994 - Azerbaijan
995 - Georgia

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TransNexus/POPstar Clearinghouse Service Agreement - Attachment 7

INFORMATION FORM
The information provided with this Information Form will be used to enroll
Customer in the POPstar Clearinghouse Service. Customer warrants that the
information provided in this Information Form is accurate and current. Customer
will notify TransNexus promptly of any changes in the information below.

Customer Contact Information

Primary Authorized Contact: (May sign for and bind CUSTOMER)

Name: John McDermott
Title: President/CEO
Telephone: (604) 872-6608
Facsimile: (604) 872-6601
Email: [email protected]

Technical Contact Information:

A. Primary English speaking technical
contact:
Name: Joe Brongo
E-mail address: [email protected]
Telephone: (604) 872-6608
Facsimile: (604) 872-6601

B. Secondary English speaking technical
contact:
Name: Rod Thompson
E-mail address: [email protected]
Telephone: (604) 872-6608
Facsimile: (604) 872-6601

Business Contact Information and TransNexus Subscriber Interface Requirements:

A. Primary Business Contact, authorized to issue
payments and bind Company:
Name: John McDermott
E-mail address: [email protected]
Telephone: (604) 872-6608
Facsimile: (604) 872-6601

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B. Secondary Business Contact, authorized to issue
payments and bind Company:
Name: Ida Chu
E-mail address: [email protected]
Telephone: (604) 872-6608
Facsimile: (604) 872-6601

Password Administrator (Authorized to maintain Company's hierarchical passwords
with TransNexus):

Primary Password Administrator:
Name: Joe Brongo
E-mail address: [email protected]
Telephone: (604) 872-6608
Facsimile: (604) 872-6601

Note: The primary business contact must provide to TransNexus a list of
privileges for each of the POPstar Clearinghouse personnel or customers of
the POPstar Clearinghouse who is able to perform business arrangements with
the POPstar Clearinghouse Service. These assignments will be determined
during the test and training phase with the TransNexus Registration Team.
This document must be signed and before live operations of the POPstar
Clearinghouse. Future changes to privileges outlined in this document will
require a new document to be prepared. This is to protect the information
of the POPstar Clearinghouse and TransNexus against fraudulent acts.

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4/22/00 - Document #2000/1-001